


Puella Magi Lily Shen

by edric2016underwood



Category: Magia Record: Puella Magi Madoka Magica Side Story, XCOM (Video Games) & Related Fandoms
Genre: Gen
Language: English
Status: Completed
Published: 2020-09-09
Updated: 2020-12-02
Packaged: 2021-03-06 20:07:25
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 10,875
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26374708
Author URL: https://archiveofourown.org/users/edric2016underwood/pseuds/edric2016underwood
Summary: Years have passed since world leaders offered an unconditional surrender to the alien forces controlled by the Elders. Only those who live on the edges of the world have a margin of freedom. There, rebel factions – each with its own unique abilities and contrasting philosophies that antagonize each other gather once again to stand up for the Earth.“Lily” Shen An-Yi is a child prodigy who has been the XCOM Chief Engineer since her father - Dr. Raymond Shen has gone because of the alien occupation. However, her belief has been shaken to the core because of a hopeless situation. When XCOM is left decimated again and Earth is still controlled by the Elders through the puppet ADVENT Administration, Lily Shen makes a contract with an alien called Kyubey. This extraterrestrial cat-like being appeared as the "Messenger of Magic" who would grant wishes to girls. However, in return, they sign a contract and serve as a Puella Magi (Magical Girl). Their job was to kill Witches, creatures that fed on the hopes or dreams of ordinary people..."If you want to change fate, then come to Kamihama City, because magical girls can be saved in this city."





	1. Chapter 1

## Chapter 001: Contract

PMLS Chapter 001 20200909z3

Different communication and thought patterns:

"Speaking"

_'Thinking or speaking mentally'_

### Prologue

Alien, Magic and Miracle both exist!

Years have passed since world leaders offered an unconditional surrender to the alien forces controlled by the Elders, and XCOM, the supposed Earth last line of defense, was left decimated and scattered. Now ADVENT rules majority of Earth, building shining cities that promise a brilliant future for humanity on the surface while concealing a sinister agenda and eliminating all who dissent from their new order.

Only those who live on the edges of the world have a margin of freedom. There, rebel factions – each with its own unique abilities and contrasting philosophies that antagonize each other gather once again to stand up for the Earth. Always on the run, the resistance forces must find a way to expose the insidious truth behind the occupation and turn the table.

###  [XCOM is No More](https://youtu.be/81qNyLQtDc4)

“Loyal citizens – I stand before you truly humbled. So many lives lost, so many needless sacrifices endured, as we have struggled to cope with those who would see our great coalition fall. Today, our struggle ends.”

In a public event, the ADVENT speaker appears up on his stage before the crowd of human. The mega video wall behinds him shows off the latest combat footage recorded by ADVENT forces.

“XCOM is no more. ADVENT Peacekeepers have reduced the last of their strongholds to ashes. And with it, the fragmented remains of the old world are finally washed away.”

Among all typical alien propaganda, the most shocking new footage was the burning Avenger wreckage which had crashed on the ground. This converted alien supply craft that had served as XCOM's mobile base of operations later was destroyed be a series of explosions immedaitely. Following that, resistance camps on different locations were under ADVENT onslaught. Those settlements caught fire, and their residents had to run for their lives. In some cases, ADVENT troopers kicked open doors and arrested all surrendered humens inside. Without going through any judgement, they were brought outside and being swiftly executed. ADVENT troopers mercilessly shot unarmed prisoners who were on their kneels in heads from behind…

“Thank you for your continued support. And thank you to the Elders for their guidance through this crisis.”

When the resistence crumbles, the ADVENT cities stand proudly and unchange like nothing happened to them before. With that, the ADVENT speaker draws to an end in his victory speech.

“Long live ADVENT. Long Live the Elders.”

###  [Sis Puella Magica](https://youtu.be/P3fRwk8yrfY)

“What should we do now?”

Dr. Richard Tygan asks everyone nervously. He - the Chief Scientific Officer of XCOM and a small group of noncombatants had barely escaped from the Chosen by boarding the last Skyranger piloted by Lily Shen - the Chief Engineering Officer of XCOM. Although they managed to land on the closest resistance haven before running out of fuel, the aliens also followed them and attacked the settlement shortly after their landing. Now, all of them have been under heavy siege and cannot escape. All vehicles including their only Vertical Take-Off and Landing (VTOL) troop transport aircraft and the nearby radio relays have been destroyed in the initial attack. Trapping the whole human settlers here. Without any mean to bypass alien radio jamming, calling for help is impossible. To make matters worse, this settlement is short of soldiers and weapons. The best weapons they have now are a handful of magnetic weapons brought from Avenger. Therefore, surviving this ADVENT retaliation seems virtually impossible now.

“We fight on! Although we lost Avenger, we still have all research data with us. Once we get to somewhere safe, we can continue our research and beating the ~~alien~~ ADVENT again,” Lily Shen answers without hesitation. In their escape, she has brought their precious research data, Blacksite Vial, ADVENT Stasis Suit and Avatar Corps with them. Invading the alien psionic gate is still possible once they can finish the ~~rest~~ remaining procedures and regroup.

“But how do we survive from this? We are just engineers, not soldiers!” One of the men argues. While he and other XCOM personnel knew how to make weapons, they seldom fought anything on foot.

“Heed this warning, Commander. I am the Elders’ most loyal champion. They have favored me with their blessing. I will show you the wisdom of their choice. We are both destined to serve their purpose. All who turn a blind eye will know the true anguish that can be inflicted on their shallow minds. Among the living or the dead, none touched by the void deny my call… Even the spirits will stand at my side in reverence of the Elders and their embrace will only further my advance. I will learn from the weaknesses of your own soldiers. They will tell me everything, and you will be left with nothing. Your resistance will no longer stand as a symbol to those who would defy the gods. The Elders demand your return, and I intend on fulfilling my destiny! Come, allow yourself to be reclaimed, Commander.”

The telepathy message from the Warlock stops the heating argument between XCOM survivors. A spectral army shows up on the battlefield and overwhelms the resistance combatants easily. More explosions happen near XCOM personnel’s location. Winning this fight becomes totally impossible when they are facing the Chosen who can’t be killed permanently.

“We’re going to die here!”

“If I know this would happen, I wouldn’t join XCOM!”

“I should just stay in ADVENT City.”

“I want to see my mom…”

“I really want to eat an ADVENT burger before die…”

“Enough!” Lily Shen finally explodes. Although she hates what she is going to say, but this is her last resort to survive here and ensure their fight to continues. There’s no other feasible option, “I can defeat the Warlock and get us out of here.”

“How?”

“The only people who can fight the Chosen head-on without any proper weapons or trainings are the Magical Girls. Luckily or unluckily, I’m still qualified to become one of them.”

Lily Shen hate to admit the fact that the Chosen can be brought down by alien Magic, but this is the best shoot in her current situation. The situation of losing Avenger is already unbearable to her people. She must calm them down before they lose their mind in panic.

“Once I make a contract with the Incubator and being turned into a Magical Girl, I will gain ridiculously powerful Magic and become capable of contacting other Magical Girls without being jammed by ADVENT. This will let me beat the Warlock and request the Wing of Magius to support our fight. Are you okay now?”

“What!?”

“Seriously, you?”

“Aren’t you too old for that?

“But that’s heresy…”

“Are you sure you want to do this?”

“Incubator, you know what miracle I want. Can you make it happen?” Lily Shen repeats the question she has asked many times again. She needs hundred percent confirmation before selling her own soul to an alien.

_‘Yes, I can. Despite you are a bit too old for being a Magical Girl now, your potential is still good enough for you achieving time manipulation alone.’_ Kyubey answers straightly. This tiny catlike alien has been on Lily Shen’s shoulder since they have left the Skyranger. It also had showed up on Avenger few times before in attempts to convince Lily becoming a Magical Girl, but the Chief Engineer always had directly refused the temptation of having a wish come true until now. No one except Lily Shen can notice its presence in XCOM because only young girls who have potential to become a Magical Girl can notice the Incubator.

“How long will it take? Will it be painful?”

_‘Instantly. You don’t need to worry.’_

“Of course, I’m worried about pulling my soul out of my own body. This sounds so alien,” Lily growled impatiently. She still hates this but it’s time to try something new. This is for the survival of mankind… No, this’s about making impossible possible.

_‘Now, Lily Shen An-Yi, can you bet your soul on your wish? If you have a wish that must be fulfilled, I will help you.’_

“I want to fix everything. Keep trying again and again until I make everything right. No matter past or present,” Lily finally accept the contract made by the little alien. This clearly opposes the XCOM doctrine regarding the Incubator but there’s no other choice now.

_‘If your wish come true, it won’t just be temporal manipulation. You’d be opposing the very laws of causality themselves. Do you really ready for this?’_ The Incubator asks with great concern.

“Why’re you just talking all the time?” Lily Shen, the XCOM Chief Engineer says impatiently, “Come on, let’s make it quick!”

PAUSE MENU

Save Game

REFRESHING SAVE GAME LIST

XX/XX/20XX – XX:XX XM AUTOSAVE: Campaign XXXX

REFRESHING SAVE GAME LIST

CONFIRM SAVE OVERWRITE

SAVING…

###  [Fata Magicā](https://youtu.be/nP0vXb9ZnJM)

A blinding orange light starts from Lily Shen’s chest and gradually spreads to her whole body. Then, it turns into a upside down pentagon shape citrine color Soul Gem which adds on her XCOM dog tag. On top, her casual yam color sleeveless round neck shirt and tactical gloves transforms into a honey color workout vest tank top and elbow length wet look spandex fingerless gloves. On her lower body, her black cargo pants and working shoes are replaced by semi-opaque convertible backseam tight and black combat boot.

Moreover, Lily Shen’s personal GREMLIN nicknamed "ROV-R" is also affected by her Magical Girl transformation. Additional magic crystal armors cover it. Making the GRELIN larger and shinier. In an instant, ROV-R hovers above the XCOM Chief Engineer. Granting Lily an additional set of magic transparent plate armor which makes her looks like a female knight.

Additionally, Lily gains a folded magic bulwark shield on her left hand. Although It is totally transparent like usual glass panels, it is still capable of providing full-body protection. Mystically, there’re magic runes running on her magic shield like machine code moving on computer screen.

Last but not least, the bare-bones standard XCOM magnetic rifle is enhanced by XCOM Chief Engineer’s magic, too. Besides gaining infinite ammo as long as Lily having enough magic to resupply its magazine, a magic crystal sword is added on the barrel of the magnetic rifle as a bayonet for close quarters combat.

“I never imagined this would happen!”

“Where is the naked sequence?”

“Oh my god! No pants, only backseam?”

“I don't know that you are so bold.”

“How is this even possible? It totally defies logic.”

Everyone looks at Lily Shen with a strange expression. Some specifically look at her legs. The magic backseam and the visible underwear beneath it undoubtedly caught some weird attention…

“I always wonder is this a good idea…” Lily Shen mutters embarrassedly. She still doesn’t get used to her own Magical Girl transformation.

_‘You did say that you don’t want any skirt.’_ Kyubey answers without hesitation.

“So what are you going to do now?” Dr. Richard Tygan gives Lily a look which he only shows during alien researches, “Although I’m always fascinated by the alien magic utilized by Magical Girls, but this is not the right time.”

“Simple. All of you dig in, and I will handle the alien outside myself.” Lily Shen answers calmly and tampers her folded magic shield like a wrist mounted tablet.

“Shouldn’t we leave now? The aliens are coming.”

“Can you really beat Warlock? He had defeated Magical Girls before.”

“Won’t you need someone supporting you on the battlefield?”

“I still don’t think this is a good idea.”

“Magical Girls are specifically vulnerable to psionic attack, and Warlock is good at that. How can you survive him?”

“I have already prepared for this. However, escorting everyone and fighting the Warlock at the same time is too risky,” Lily Shen explains confidently, “It’s better you wait here until reinforcement arrives. When ADVENT totally focuses on me, the resistance will be able to protect you properly.”

“You still haven’t told me how to defend this place until rescue arrives,” Tygan asks seriously, “Can you really stop the ADVENT alone? I heard all Magical Girls having their own unique miracles, and what will be yours?”

“Unlimited GREMLIN Works.”

Once Lily Shen activates her Magia, a pentagon shape magic rune appears above her GREMLIN - Rover. Then, countless magic GREMLINs rush out from it like angry hornets swarming out from their nest…

PAUSE MENU

Load Game

REFRESHING SAVE GAME LIST

XX/XX/20XX – XX:XX XM AUTOSAVE: Campaign XXXX

CONFIRM LOAD GAME

READING SAVE FILE…

LOADING

###  [Warlock](https://youtu.be/gG6rUCOXIgM)

“My loyal servants, kill these ignorant fools for the Elders!”

Warlock, the self-proclaim Elder’s most loyal champion, personally leads his own retaliation against the hidden resistance haven here. Despite everything looks perfect for the ADVENT: The XCOM is left decimated and scattered once again. Their resistance network is down. All its rebel cells are in disarray. However, the Elders and their Chosen know clearly that the war on Earth is not over yet. Although most Earth-born world leaders offered an unconditional surrender to them ten years ago. There are still many rebel factions who successfully survive the Elders’ wrath and actively fight back whenever they can.

Beside famous organizations like Reapers, Templars and Skirmisher who have survived the alien invasion self-dependently and successfully earned their own alliance with XCOM, there are other factions who resist ADVENT independently without any connection with XCOM. Arguably the most powerful one among them is the Kamihama Magia Union. A student-led NGO turn paramilitary organization of Magical Girls achieves what other organization fails to do: Fighting ADVENT toe-to-toe without losing its ground once. Even now, their base - the Kamihama City is still out of Elders’ control and remains independent.

In spite of XCOM fails miserably again, Magical Girls around the globe are still fighting ADVENT as usual without change. The Warlock hates them more than any enemies he has fought before. Despite Magical Girls mostly are just kids in nature who know nothing about the righteous of the Elders, they always bring unimaginable misfortunes to ADVENT which may lead to unstoppable disasters. Even Chosen like himself is not spared from those childish nuisances.

“I sense foul xeno-sorcery here. We're going to kill some witches now!”

The Warlock can sense the newborn Magical Girl with his enormous alien psionic power easily, so he immediately orders his troop marching into the settlement as fast as possible. He has no idea what kind of ridiculous magic power this unknown Magical Girl has but he is still confident of his coming victory.

After all, Magical Girl isn’t immortal like him. A lucky hit which breaks her Soul Gem is all he needs before any vile xeno magic being casted. That would end the fight easily without having countless unforeseeable problems in future. If that doesn’t succeed, psionic attack will do. The Warlock is pretty sure about that.

>>>Magic Haywire Protocol<<<

Attempt to seize control of targeted enemy robots.

ADVENT

SYSTEM OVERRIDE

INITIALIZING

CHOOSE A HACK REWARD

Shutdown

Temporarily disable (stun) enemy robots in the area of operations.

UNLOCK CHANCE 100%

Control Enemy

Take temporary control of enemy robots in the area of operations.

UNLOCK CHANCE 100%

BEGIN HACK

Success!

Control Enemy

Take temporary control of enemy robots in the area of operations.

Unfortunate to ADVENT, Lily Shen has used her Magia in advance before they get any chance to stop her from doing so. Before the Warlock realized what Lily Shen’s familiars can do, it’s already too late. Her magic GREMLINs go straight to all ADVENT mechanized combat units and release the most adequate attacks from above. All ADVENT MECs, Sectopods and turrets are hacked simultaneously at once. Unbelievably, ADVENT war machines easily fall to the XCOM Chief Engineer’s control and shoot their ally before the alien troops can response. Slugs, micro-missles, lighting fields and wrath cannons from those rouge mechanized units devastate the march of aliens. Forcing them to fight their own units whether than pushing into the fragile resistance defense line.

“I’m unstoppable. The death of these subordinates will prevent nothing!”

With the battlefield falling into chaos, the Warlock is having trouble to control his troops. Since killing the caster is the most reliable way to stop most magic, the Warlock advances toward enemy line alone without concerning his subordinates’ situation…

“You won’t win here. Not if you’re facing me.”

The Warlock looks up and finds the Magical Girl who is responsible to this mess in the sky. Lily Shen finally shows up by hanging on her flying GREMLIN "ROV-R" with her left hand, her right hand points her rifle at the Chosen.

“You will serve me as same as they serve my master.”

Instinctively, the Warlock unleashes his unholy psionic power toward the incoming Magical Girl. Sickly purple psionic energy hits the XCOM Chief Engineer, but nothing happens. Lily Shen shoots back unaffectedly. This is abnormal. Aren’t all Magical Girl emotionally unstable in nature and prone to his psionic attacks?

“You finally noticed? My mind is shielded, bastard. Victory is decided before the battle is fought.”

In low passes, Lily Shen is shooting the Chosen in cycle, but her magic magnetic rifle isn’t powerful enough to do any significant damage. In annoyance, the Warlock draws his signature disruptor rifle from his back.

“I stand alone fear no one. Come forth and parish.”

PAUSE MENU

Load Game

REFRESHING SAVE GAME LIST

XX/XX/20XX – XX:XX XM AUTOSAVE: Campaign XXXX

CONFIRM LOAD GAME

READING SAVE FILE…

LOADING

###  [Credens Justitiam](https://youtu.be/WqQ3hP_q7Ns)

“You’re predictably inept.”

Despite being attacked by a swarm of magic GREMLINs, the Warlock is totally unfazed by their Magic Combat Protocol. The magic jolts they release are simply too weak for him. Then, he seemingly gets a lucky shot at Lily’s personal GREMLIN. Rover’s magic armor apparently gets damaged and it lowers the XCOM Chief Engineer to the ground.

“Those without faith will perish!”

Simplemindedly, the Warlock rushes to catch the XCOM Chief Engineer’s landing. His disruptor rifle manages to hit the Magical Girl and shred her magic armor. Causing Lily to lose grip on Rover and deploy her personal magic shield to block incoming fires.

“It is futile for you to resist me!”

Under Warlock’s focused fire, the XCOM Chief Engineer holds her shield unsteadily. The Chosen disruptor rifle is very lethal comparing to normal ADVENT weapons, so more and more cracks appear on the transparent magic bulwark shield. Forcing the Magical Girl to walk backward and find cover. Lily blindly fires toward the Chosen direction but that doesn’t stop him from getting closer. Unknown to the Chosen, Lily Shen is not the one being cornered. It is worth all the troubles because the plan of Magical Girls has succeeded. The Warlock is lured away from his minions unawarely and out in the open now. It’s time to spring the trap.

“Do it!”

Another Magical Girl jumps out from hiding. She has very curly blonde hair in twin drills under a small brown hat with white fur coming out of it. Wearing a short-sleeved white shirt with puffs and arm warmers. In between her beige skirt with black tips and her top, she has a brown corset-like clothing garment. On her legs, she wears gray and white striped leggings, and black and yellow, knee-high boots.

“Okay, leave it to me!”

In midair, Mami Tomoe takes out the magic yellow ribbon tired around her neck and turn it into an enormous flintlock gun in the blink of an eye. Once she aims for the center mass of the surprised Warlock…

“Tiro Finale!”

In one go, the orange crystal-like flint strikes the yellow crystal-like frizzen and creates a great spark. Causing the gigantic magic gun to explode right after a ridiculously large magic bullet flies out of its barrel. Hitting the Warlock right on the chest.

“Demons! I will destroy you for this outrage!”

Too late to dodge, the Chosen gets hit and falls on the ground. His armor is shredded on the impact. The magic bullet embedded in his body immediately turns into ribbons and ties the Warlock up into a kinky position: All four limbs are tied together behind his back by yellow ribbons. His legs are bent fully at the knees, bound separately ankle-to-thigh, and also just behind the knee, in the likeness of a crouched frog.

“Now, then,” Lily Shen admires the scene, “All that’s left is how to deal with you.”

“Just kill me! You’ve already won! I admit my defeat. Make this quick, please? Please? Please?” Warlock begs on the dirt.

“If you want to know if we’ll kill you, why don’t you read our souls?” Mami presses her long barrel flintlock right on the Chosen’s head.

_No! No! No! No! No!_

“Here’s a question. Will I send you to Dr. Vahlen’s lab, or Alina’s art factory? Try to guess,” Mami shows a shady grin.

“Please, just sent me to Dr. Vahlen.”

_No! No! No! No! No!_

“A-Alina?”

_No! No! No! No! No!_

“A-are them both?!”

_Yes! Yes! Yes! Yes! YES!_

“Are they going to do the “Alien Exhibition” thing again?” The Warlock is panicked.

“Yes! Yes! Yes! Oh my God!” Lily Shen turns aside and facepalms, “For once I almost feel sorry for him.”

“The Elders shield me!”

Mami takes out a tiny green magic cube given by Alina Gray. It automatically enlarges and envelops the Warlock. Then, it shrinks back to its original size and returns to Mami.

-

Warlock is incapacitated! (Capture a Chosen.)

-

PAUSE MENU

Load Game

REFRESHING SAVE GAME LIST

XX/XX/20XX – XX:XX XM AUTOSAVE: Campaign XXXX

CONFIRM LOAD GAME

READING SAVE FILE…

LOADING

###  [Nigredo](https://youtu.be/2FIVSRA-6Wk)

“Thanks for your assistance. It’s impossible to capture the Chosen without you.” The XCOM Chief Engineer speaks to Mami carefully because she wants to give her a good impression. The relationship between XCOM and Wings of Magius is still the same as before the alien occupation on Earth.

Mami points her magic flintlock toward the XCOM Chief Engineer, “When I received a magic distress call, I never imagined it would come from XCOM. Is this part of the scheming from your Commander?”

“No. Actually, XCOM is… broke. I don’t even sure if the Commander’s still alive.” Lily Shen chooses her words wisely.

“How can you proof that you are not fooling us?” Mami is still wary of anything relating to XCOM.

“I… wish to join Wings of the Magius now. I will transfer any XCOM war materials under my control to the Magius, since XCOM is… not capable of removing ADVENT from Earth in foreseeable future,” Lily says bitterly but she knows Wings of Magius won’t ignore her offer.

Mami finally lowers her gun and smiles, “The gospel was delivered to you as well, wasn’t it?” 

Lily simply nods.

“It’s good that you know there is no higher honor than devotion to the liberation of Magical Girls by being a member of Wings of the Magius.”

### Author’s Note

**Disclaimer:**

Magia Record: Puella Magi Madoka Magica Side Story (Japanese: マギアレコード 魔法少女まどか☆マギカ外伝) belongs to Magica Quartet.

XCOM 2: War of the Chosen belongs to Firaxis Games.

I don’t own any characters. I am not making any profits for writing this story. I am writing for entertainment purposes only. All events are purely fictitious, and my settings are leading to Out Of Character.

This is a Magia Record + XCOM fanfiction which have an unusual dose of humor / comedy hence leading to character OCC. Unfortunately, as I haven’t finished the Magia Record and XCOM: Chimera Squad games, knowing none of the other media other than YouTube and wiki, so this fanfiction will be different from canon.

I do hope you enjoy my work. This crossover will take elements from other series.

I like to hear any suggestions or opinions.

Most importantly, this story isn’t happened in 2035, 20 years after the events of XCOM: Enemy Unknown and XCOM: Enemy Within. Lily Shen isn’t 28 years old here. Like most Magical Girls in Magia Record, she is less than 18 years old in this AU.

####  **09 September 2020:**

Thanks to the support, advices, and encouragements from magostera, this story got even better than what I initially imagined.


	2. Fundamentals of Magical Girls Theory

**Summary for the Chapter:**

> In the War Of The Chosen, Lily Shen, Dr. Tygan and 4 XCOM engineers escaped to Kamihama city after losing the Avenger. They met up with Touka Satomi in the Memory Museum for requiring Kamihama Magia Union assistance...

PMLS Chapter 002 20201201z2

Different communication and thought patterns:

"Speaking"

_'Thinking or speaking mentally'_

### Prologue

After the fall of XCOM Avenger, Chief Lily Shen, Dr. Tygan and other 4 XCOM engineers escaped to a resistance camp. Under siege by ADVENT forces leaded by the Chosen Warlock, Lily made a contract with an alien called Kyubey and became a Magical Girl. Using her alien magic, Lily successfully bypassed ADVENT radio jamming and contacted an organization of Magical Girls – Wings of Magius for help. Thanks to the timely intervention of Tomoe Mami and others Magical Girls, the remaining survivors were saved from ADVENT Retaliation. Now, Lily Shen must fight a two-front war: the liberation of Earth and the liberation of Magical Girls!

###  [Rumored JINTA](https://youtu.be/7QN16sfrxQ0)

“Have you heard?”

“Has anyone told you?”

“That rumor about the Magical Girls.”

“Magical Girls? Is it a fairy tale?”

“No, no. It’s a true story.”

“You make a bargain with a white fairy, and it’ll grant just one wish. However, you’re made into a Magical Girl and are forced to fight for survival.”

“I would never wanna be Magical Girl! I’m afraid of horror and pain!”

“However, your reward is making any wish come true.”

“Any means anything?”

“Anything!”

“If it can grant me a wish, then it worth risking my life for.”

“I want to be Magical Girl so much.”

PAUSE MENU

Load Game

REFRESHING SAVE GAME LIST

XX/XX/20XX – XX:XX XM AUTOSAVE: Campaign XXXX

CONFIRM LOAD GAME

READING SAVE FILE…

LOADING

###  [Museo della memoria](https://youtu.be/wkQM6dV5oM4)

Lily Shen, Dr. Tygan and others are standing in front of a mysterious abandoned building. While Lily Shen fully understands the situation, other XCOM personnel are confused.

“Are we in the wrong place? Something strange here…”

“Where are we? Why do you bring us here?”

“Alien magic is so unreliable! We should just find another resistance haven beforehand.”

“Is this a trap?”

“Weird, I heard that Kamihama city is overcrowded before. Why are there so few people here?” Dr. Tygan ponders.

Ignoring people complaints, Azusa Mifuyu who is wearing a symphony blue color shoulderless dress with elbow length gloves simply points to the ruined building’s front door, “This is the Memory Museum. The Magius is already inside. Don’t keep her waiting.”

“Why don’t you lead us inside? I don’t know this place.”

“Won’t we get lost inside? You should teleport us right to the destination.”

“Are you lazy?”

“You are wasting our time.”

“Please stop complaining. This is rude.” Dr. Tygan says to the complaining XCOM engineers.

“Mifuyu and me have to guard all alien captives to Dr. Vahlen’s lab for safety reasons. You should wait here until Lily Shen finish her meeting with the Magius,” Tomoe Mami says unhappily. While she shows tolerance to the now Magical Girl – Lily Shen, Mami regard other XCOM members irrelevant.

“I will take them with me. They can hear the talk with me, right?” Lily Shen says bluntly.

“Yes, you can. Since XCOM has spread misinformation regarding to Magical Girls, Wings of Magius has let Magical Girls bringing people they trust to our lectures. Ensuring Magical Girls’ relatives get the right information, and avoiding them cause more troubles to Magical Girls,” Azusa Mifuyu explains.

“Wing of Magius has sent other people here to pick everyone up. If you don’t want to go inside, you can follow them to the temporary settlement.” Mami adds.

“I don’t see any sign here. Shouldn’t you tell us how to get there?”

“You should give us some maps. This place looks too big.”

“Please stop. I will take you there.” Lily Shen says to her fellow XCOM engineers annoyedly.

“How do you know? Did you visit here before?”

“What exactly we are doing here? Magical Girls are useless in war.”

“Is this something relating to the abilities of Magical Girls? I heard that some Magical Girls could notice things normal human can’t.” Dr. Tygan says.

“As long as you follow Lily, you won’t get lose.” Mami said.

“Please don’t waste this opportunity. It’s difficult to meet a Magius personally because all of them are busy saving the world.” Mifuyu said.

After leaving their last advices, Mifuyu and Mami disappear. Without hesitation, Lily Shen moves first and opens the double glass front door. Then, the XCOM Chief Engineer looks back to her colleagues.

“Time to go now. Follow me!”

### “UWASA OF THE MEMORY MUSEUM”

“Oh, did you hear? Who told you? The Uwasa of the Memory Museum.”

“A memory you want to change? A memory you want to forget? Or a memory you want to remember? If you’re troubled by any memories, come to the Memory Museum!”

“Just ring the bell and all of the memories will be on display. It’s a museum that advances research. If you browse through the memories, you’ll be able to see various uncovered truths!”

“If you look at a memory stored there, that memory will influence you. That’s according to the rumor spread among the people of Sakae Ward.”

Inside the Memory Museum, the space is unnaturally enormous. Lily Shen leads Dr. Tygan and the four XCOM Engineers walking pass a grand passage which is lack of lighting. They stop in front of a towering wall formed by human high empty wooden drawers.

“What is this? Is this some kind of Hogwarts entry test?”

“This reminds me those Indiana Jones movies…”

“Are you kidding me? This is far worse than Wipeout!”

“This is suicide!”

“I guess this obstacle is built for stopping anyone who is not ~~assisted by~~ accompanied with Magical Girls from entering…” Dr. Tygan says.

Lily Shen transforms into a Magical Girl again. Then, she conjures six magic Gremlins.

“Everyone rides on Gremlin. They will fly us pass the obstacles.”

“I remember that Gremlin can’t carry the weight of an adult…”

“Stop worrying. This is Magic!” Lily Shen says impatiently.

After getting at the top of the drawers, Lily Shen and her XCOM colleagues are flying over a wooden bridge between a series of ridiculously large book shelfs because the time is almost up.

“Why can’t they build a museum in a normal size?” One of the XCOM engineers complain again.

“This place is not for commoners.”

“The design seems caring more about storing more books than serving visitors.” Dr. Tygan comments.

“This place is built by a Uwasa. Of course, it doesn’t human friendly.” Lily Shen adds.

“Uwasa? The Magical Girl made monster?”

“Aren’t this too dangerous?”

“Wing of Magius has improved its control over Uwasa and Witches. We will be fine.” Lily Shen answers.

After skipping many obstacles by flying on GREMLINs, the XCOM Chief Engineer and her colleagues finally reach their destination. Lily Shen can sense about hundred people behind the wooden door through her magic, so she throws the door open. The large room is seemingly empty. Countless yellow cycles are on the floor. As they enter, hollow transparent glass columns with different shapes dance up and down from the ground around them. Eventually, these adult size columns recede back into the ground at once, a girl who is smaller than Lily Shen herself shows up on an old-style red leather chesterfield single seater sofa.

“The appointment was at the Memory Museum at 3:00 pm. I’m surprised you really come.”

The little russet colored hair girl smiles toward the new visitors. There is a red bow-shaped Soul Gem on her neck. She is wearing a black gothic style dress with white lace, red corset, pink satin mini skirt, black leggings, and a pair of blown leather shoes. Her hands are holding a frilly red parasol. This Magical Girl playfully sits on the arm of her chair.

“Touka.” Lily Shen simply says. After knowing the fate of all Magical Girls, it’s impossible for the XCOM Chief Engineer to blame her old friend for what she does, especially when herself is having the same fate now.

“You still remember me, huh?” The small Magic Girl speaks cheerfully, “Nice to meet you all. I’m Touka Satomi. One of the Magius.”

“This kid is the founder of the first Japanese Magical Girl terrorist group?” One of the XCOM engineers says surprisedly.

“She is far littler than my imagination.”

“Please restrain yourself. You are in the presence of a Magius.” Azusa Mifuyu shows up out of nowhere in front of them and warns them from trying anything.

“She is your boss?”

“Are you fooling me?”

“I’m surprised that the Magius is so young. I thought she would be far mature.” Dr. Tygan says.

“Magic make impossible possible.” Lily Shen simply says. “Isn’t it? Touka.”

“Lily, why are you here?” The Magius says, “I once thought you are leading a strike team against me personally, but your friends clearly are not soldiers. What exactly is your Commander doing here?”

“This has nothing with the Commander. I’m here asking for your help.” Lily Shen states clearly.

“Interesting. I thought you would go to other resistance haven, but you choose to come here. Is the Resistance Network falling apart now?”

“XCOM is no more, that’s why I need your support. Shouldn’t we work together against ADVENT?”

“Why should I help you? I haven’t forgot that XCOM almost killed me before the alien occupation.” Touka starts jumping around casually.

“Situation changes. XCOM is not a threat to you anymore. We should fight the Elders together.” Lily Shen suggests.

“Touka. You promised to give a lecture today,” Azusa Mifuyu interrupts and looks toward Lily Shen, “All of you will be good listeners too, won’t you?”

“No problem. Let’s talk later.” Lily Shen answers smoothly.

### "Fundamentals of Magical Girls Theory I"

Lily Shen and others follow Touka to another room. About hundred people are already waiting inside. Most of them are the relatives or friends of those newbies Magical Girls. They are sitting on white ovalia egg pod chairs circled around the stage in a wide fan form. A newbies Magical Girl who has a pair of red panda ears and a shaggy tail sits in the front row. She wears a black and purple Japanese school uniform sailor suits with many metal taches. Obviously, she is sitting between her mother and boyfriend.

“Listen, missy! All that junk food you’re eating will come back to bite you when you’re older.” The old woman says.

“I’m eating well enough.” The Magical Girl ignores her mom and takes another bit of french fries from her snack cup which is clearly purchased from ADVENT city.

“This is your twelve cups of fries today. Is that your idea of food?” Her mom questions.

“I’m counting my calories.” The Magical Girl says annoyedly.

“That’s not the problem! Do you eat something normal?” Her mom says furthermore.

“Shut up! Can you stop bothering me?” The Magical Girl grimaces.

“May I have some? I haven’t eaten any snack for a long time.” Lily Shen interrupts and picks a seat next to that Magical Girl.

“Sure,” The Magical Girl gives Lily Shen one cup of her snack, “Who are you?”

“Lily Shen, Chief Engineer.” Lily says, “Do you have ADVENT burger?”

“I’m Retsuko. I packed a lot of food before escape from ADFVENT city.” The Magical Girl gives Lily a burger packed in box.

“Are you here looking for a job, too?” Retsuko’s mom asks, “I heard that the Wing of Magius providing the best career opportunities to Magical Girls.”

“I’m here to meet the Magius in person, so I don’t know much about the job market,” Lily gives the ADVENT burger to Dr. Tygan who gladly accepts, “Too busy on fighting aliens though.”

“I brought them two to Kamihama city because people always say this city is safe from alien, and Magical Girl can stay away from fighting here. Is it true?” Retsuko’s boyfriend asks.

“You should ask Wings of Magius later,” Lily Shen points to the stage, “the show begins now.”

“Okay. Then why don’t we begin with the lecture?” Touka finally gets in position, a projector rises from the ground, the seating platforms ascend to different levels to let all viewers have a clear view of the screen. “The first hour’s theme is “Fundamentals of Magical Girls Theory I”. I don’t think it’s difficult, but listen carefully.”

The projector screen automatically drops down. Then, the story begins:

“Girl A chose the path of becoming a Magical Girl in exchange for a wish. She was charged with the duty of fighting Witches in order to obtain Grief Seeds and keep her loved ones from being exposed to danger.”

“One day, while fighting a powerful Witch, Girl A’s Soul Gem was shattered.” Touka speaks when the next slide has an image of a Magical Girl (named as Girl A) whose style likes a gangster.

“Time for a question. What will happen to Girl A? Let’s see… The one eating in the first row! Come on, give me an answer. What happens to a Magical Girl if her Soul Gem gets crushed?” Touka pauses the slide show and asks Retsuko an important question.

“She can’t use magic anymore.” Retsuko answers unclearly when the spotlight suddenly turns on her because her mouth is full of fries.

“Bzzt! Not quite.” The Magius disagrees childishly and asks another person, “All right, Miss Grumpy.”

“She’ll stop playing Magical Girl and returns to normal life: Get married and happy forever,” The spotlight switches to Retsuko's Mother who seems feeling offended by Touka.

“I understand how you feel that your daughter being a Magical Girl, but… Bzzt!” Touka responds annoyedly, “That’s incorrect.”

“Why do you keep talking about being a Magical Girl? Didn’t you declare that Magical Girl should be liberated from their role?” Retsuko's Mother questions with an overbearing attitude which Touka responds with a wicked grin.

“That’s because you and your daughter may not survive if you don’t know the truth. Let’s return to the topic. The correct answer is…” Touka says with an imperious attitude, “She dies!”

-

“DECEASED”

-

-

“KICKED THE BUCKET”

-

-

“CROAKED”

-

-

“GONE TO THE OTHER SIDE”

-

-

“ETERNAL SLEEP”

-

-

“EARLY DEATH”

-

“Even though Girl A had no physical wounds, when her Soul Gem was destroyed, she stopped breathing, her pupils dilated, her face turned pale, her mouth became dry, and she never moved or smiled again.” The slide then shows a fallen Magical Girl A and her broken Soul Gem.

“What?”

“She died?”

“Why did she die?”

“This is impossible!”

“Are you kidding me !?”

“So, the XCOM Archive is right about the Soul Gem.”

“This is not the worst-case scenario,” Lily Shen says.

All viewers seem being shocked by the answer except Lily Shen and Dr. Tygan. Most people simply can’t accept the fact. While Retsuko's mother is grumbling without a stop, her daughter doesn’t hear a word, her Soul Gem starts becoming cloudy…

_‘I’ve never heard Magical Girl dies before…’_

“Because when we become Magical Girls, our Souls are pulled out of our bodies and become the Soul Gems themselves.” Touka declares calmly in opposite to almost everyone reaction.

“Our souls are pulled out of our bodies?” Retsuko says in shock.

“Don’t be kidding me? How can such thing happen to my daughter!?” Retsuko's Mother shouts angrily.

“I didn’t expect to hear that Soul really exists here. How does that feel, Lily Shen?”

“Nothing… in most of the time.”

  
“Don’t stumble over a basic concept like that. We can’t continue unless you have a good grasp of it.” Touka ignores the crowd’s horrified reaction and continues.

“Continue?” Retsuko's boyfriend asks, “This already sounds very horrible.”

“The second hour’s theme is “Fundamentals of Magical Girls Theory II".”

After saying this, Touka leaves the hall and other Wings of Magius members take the stage.

-

### "Fundamentals of Magical Girls Theory II"

-

-

“ABOUT WITCHES”

-

-

Go to the Next Lesson.

-

Once the slideshow stops, Mifuyu and several Black Feathers come out from the backstage. They offer to take all viewers for a ride on multiple gondolas through the Memory Museum in order to teach the next lesson through their memories personally. All person of the first row including Lily Shen, Dr. Tygan, Retsuko, her mother, her boyfriend and other four XCOM Engineers follow Mifuyu and enter the first cable car. Other viewers do the same by following remaining Black Feathers separately. At a result, each cable car has at least one Wings of Magius member to look after the viewers on board.

“Welcome to the Memory Museum! In this attraction, you can vicariously experience the life of a Magical Girl.” The speaker announces.

“Vicariously experience? Like VR?” Retsuko asks in the cable car uncertainly. Like before, her mother and boyfriend are surrounding her. Mifuyu and Lily Shen sit on the opposite side to observe Retsuko’s unclear Soul Gem despite they haven’t said a word about that.

“You can actually experience the memories of Magical Girls. You yourself become a character.” Azusa Mifuyu explains.

“This sounds exactly as same as VR,” Retsuko says.

“You, too, can become a Magical Girl and embark on an exciting adventure!” The speaker announces.

“This seems wasting our time. I’m not a Magical Girl and I won’t allow my daughter to join fighting anymore. Why should we stay here?” Retsuko’s Mother questions.

“There will be situation that fighting is the only option. To survive, all Magical Girls need Grief Seeds to maintain the stability of their Soul Gems unless they are supported by Doppel System. That’s why Wings of Magius want all Magical Girls and their relatives to learn the basic,” Lily Shen interrupts.

“Why do you say this to me?” Retsuko’s Mother responds unhappily.

“People who can’t do anything and complain so much is annoying. If you continue, you will only put yourself and your daughter in danger sooner than later.” Lily Shen answers.

“If you know so much, why you don’t teach my daughter how to live without fighting?” Retsuko’s Mother questions.

“To your daughter, being with you may be worse than joining a fight.” Lily Shen responds provokingly.

“How dare you say that!” Retsuko’s Mother pulls out a 12 inch kitchen knife.

“STOP! Both of you are supposed to learn a lesson and not start a fight here.” Mifuyu takes the knife from her hand immediately.

“She starts this first!” Retsuko’s Mother points to Lily Shen.

“Okay, I stop now. Can we continue the lesson?” Lily Shen says…

Slowly, everyone in the cable car starts to fall asleep as the gondola moves on. When the viewers “wakes up”, they are no longer in the cable car but on the battlefield between three Magical Girls and a monstrous Witch with her numerous familiars. The scene looks like a graveyard from a horror movie. Mysterious graves surrounded them.

“Kyubey?” Retsuko is surprised when she sees the little white alien walking pass her.

“So, this is the jerk who turns you into a Magical Girl,” Retsuko’s Mother says and walks close to it, but Mifuyu stops her.

“You better give up because you are just inside my memory. What you do won’t change the fact that your daughter is a Magical Girl now.” Mifuyu explains.

“What is this place? This can’t be real.” Retsuko’s boyfriend asks.

“This is what inside a Witch’s barrier. Things are always strange here. Just watch.” Mifuyu says.

“I can’t believe it developed this much.” The Yachiyo of Mifuyu’s memory said she couldn't believe how much stronger this Witch had gotten.

“It may have preyed on a great number of humans in the space of a night.” Kyubey said on Yachiyo’s shoulder emotionlessly.

“Should we leave?” Kanae – the Magical Girl A who was shown in the last lesson asked.

“We can’t carry all these people out at once.” but Yachiyo responded immediately, “All we can do is defeat the Witch.”

“This is disgusting!” Retsuko’s Mother says.

“Letting girls to fight such things is crazy. Shouldn’t they call the police?” Retsuko’s boyfriend asks.

“Most adults would get lost, bewitched or eaten in Witch’s barrier unless they are Psi Operatives or Templars. Magical Girl is the best choice to defeat a Witch.” The real Mifuyu answers.

“You didn’t do something so dangerous, Retsuko?” Retsuko’s Mother asks.

“Actually, it isn’t so difficult… in most of the time,” Retsuko answers reluctantly which her mother gives her a glare.

“I will keep my eyes on you from now on. Don’t you dare…” Retsuko’s Mother says but Lily Shen interrupts her again.

“You better accept that this is the normal life of Magical Girl,” Lily Shen says, “Look.”

When the familiars attacked on wave, Kanae was the first to jump into a group of Familiars to clear the way for Yachiyo and Mifuyu, Magical Girl A swang her ~~iron~~ pipe which resembled a Japanese smoking pipe and sent those saltire-cross-like Familiars flying.

“Magical Girls are so powerful?”

“It can’t be otherwise.”

“Kanae!” Yachiyo shouted when Magical Girl A rushed toward the Witch alone. Unfortunately, she and Mifuyu of the past got ensnared by the Witch’s Familiar. At that moment, the Witch fires a huge Magic beam at them but Kanae blocks it with her weapon. Magical Girl A continued to stand in the line of fire and blocked the repeated attack of the Witch.

“Retsuko.” The real Mifuyu appears behind ~~Iroha~~ the newbie Magical Girl.

“Huh?” Retsuko is surprised.

“Let’s review: Fundamentals of Magical Girls Theory I. To us Magical Girls, what is the significance of Soul Gems?” The real Mifuyu quizzes Retsuko on the first part of the lecture on the meaning of a Magical girl's Soul Gem.

Magical Girl A kept blocking the attack even the Soul Gem on her right shoulder started to crack because of the splash damage from the Witch. Using last of her strength, Yukino Kanae hit the blast back at the Witch, killing it instantly.

“Kanae!” After the Witch fell down, its barrier faded away, and the environment returned into a wasteland of abandoned constructs. Yachiyo came to Magical Girl A's side where she was shocked to find Kanae lying still and unresponsive.

“Kanae?” Yachiyo tries to use a Grief Seed on the Soul Gem of Magical Girl A but found it had been shattered to pieces and won't react.

“Once that happens, restoration is impossible. There’s nothing we can do for Kanae.” Kyubey reappeared on top of a metal structure and said that once the Soul Gem broke, there was nothing they could do about Magical Girl A.

“That can’t be true.” Yachiyo was in denial as she tried to fix Kanae's Soul Gem and called out to her alongside Mifuyu of the past, “Hey, Kanae.”

“What happens to a Magical Girl when her Soul Gem is shattered…” The real Mifuyu then asked everyone what happens to a Magical Girl when a Soul Gem breaks.

“Can’t someone fix it?” Retsuko is shook up.

“Can’t Magic solve everything? This doesn’t make sense!” Retsuko’s Mother says.

“This is a vicarious experience through the memory of a Magical Girl. The past can’t be changed.” The real Mifuyu simply answers that it isn’t feasible.

“Kanae, wake up.”

When the sun was almost down, Yachiyo and Mifuyu of the past still stayed beside Magical Girl A’s dead body…

“Kanae! Why…”

-

"Fundamentals of Magical Girls Theory I"

‘SOUL GEM’

THE END

-

-

Break Time

-

Outside, a purplish white Viper with big red eyes in nurse uniform comes out from a psionic rift and meets Touka who is waiting on her red leather sofa.

“You’re late, snek waifu. Didn’t you remember that the appointment was at 3:00 pm at the Memory Museum?” Touka tells the late Viper.

“Sorry, mom gave me too much work…” The white Viper apologizes.

“I’ve just spoken to Dr. Vahlen, and she said she didn’t ask you to do anything today. Are you dating in work again?” Touka says annoyedly.

“Oh, give me a break. This’s not a big deal.” The Viper tries to brush it off as always.

“Mifuyu have to work double time again because you’re late…”

When Touka looks in the direction of where the gondolas once were, the purplish white Viper quickly slips through the gate without listening to the rest. She runs down after the gondolas by wrapping her long and thin body around the cable and disappears as fast as possible to Touka’s annoyance.

“Jeeze! Always leave before I finish. There’re XCOM members in the cable car, so treat them carefully!”

“Good morning. The second hour’s theme is Fundamentals of Magical Girls Theory II, About Witches.”

The real Mifuyu “wakes” everyone up again in her another memory of Mikazuki Villa. Going downstairs, they find Yachiyo and Mifuyu's next Magical Girl group consisting of Tsuruno, Momoko and Mel. They see five Magical Girls preparing their breakfast in a hostel like building.

“I’m here! Listen to this, Master Yachiyo! Banbanzai ranked 50th in Sankyo Ward’s Ramen Royals!” Tsuruno talked about her family restaurant in a past which Earth had not been occupied by alien yet.

“I don’t know the parameters! What does the ranking go up to?” Momoko said.

Suddenly, Mel screamed out loud because of surprise.

“What is it now?” Yachiyo asked quietly.

“According to my fortune, this will be the luckiest day of my life!” Mel told everyone happily. However, a tarot death card was hidden on the square glass top coffee table.

“Really?” Tsuruno asked happily.

“Mel, you promised you wouldn’t do divinations anymore. Your predictions always come true. So, if you get a bad result…” Yachiyo said.

“Well, it’ll be a lucky day for her, so where’s the harm?” Momoko chimed in that if it's just a lucky day for Mel then there should be no problem with it,

“I’m speaking hypothetically.” Yachiyo said seriously.

“If she gets a bad result, we’ll do everything we can to avoid it.” Tsuruno added without worry.

“Sheesh.” Yachiyo sighed.

In a park under the sunset, the group of four Magical Girls including the past Mifuyu were about ready to enter the barrier of another Witch.

“Sorry. But it’s rare for us to get a reservation for a big group of people.” Tsuruno informed Yachiyo on the phone that she would be unable to help them take down the Witch.

“Today we’re going to hunt a Witch that came from Daito Ward, right?” Mel said.

“Yes. It’s been moving from Kosho Ward to Chuo Ward to Mizuna Ward, so we have to stop it here in Shinsei Ward.” Yachiyo answered with certainty.

“Perfect. Grief Seeds have been scarce lately anyway.” The arrival of the Witch was perfect to Momoko since there's been a shortage of Grief Seeds. Then, the four Magical Girls entered the Witch’s barrier…

The Witch attacked furiously with huge, sharpened pile holded in multiple large hands. Yachiyo and Momoko were forced to fall back when the Witch was storming the ground around them. Mel was already wounded and the past Mifuyu was looking after her.

“Yachiyo!” Momoko asked for advice.

“No wonder it’s been able to make it all the way here.” Yachiyo commented how strong the Witch was.

“Yachiyo.” The past Mifuyu used their last Grief Seed to heal Mel.

“I’ll lure it away. Mifuyu, escape with Mel. Momoko, clear an escape route for those two.” Yachiyo ordered.

“You mean to take it on alone?” Momoko objected to Yachiyo taking the Witch on alone,

“How many years do you think I’ve been a Magical Girl? I can handle this one.” but Yachiyo confidently assured Momoko that she would be fine as she's been a Magical Girl who lived far longer than others.

Next, the four Magical Girls proceeded as planned. The eldest Magical Girl chose to advance toward the Witch alone so others could retreat to safety. When Yachiyo was swinging her halberd and crushing Familiars who tried to jump on her, Momoko was cutting another Familiars in halves with her great machete…

“Run now, while you have the chance!” Momoko urged Mel and the past Mifuyu. Unfortunately, Mel and Mifuyu stopped when they saw Yachiyo being ambushed. The Witch cornered the eldest Magical Girl with her giant stakes. …

“Nanami!” While Yachiyo was struggling to fight it off and the Witch was going to finish her off, Mel turned back and rushed to Yachiyo's aid without hesitation. In spite of her previous injuries, the wounded Magical Girl unleashed her strongest Magic attack – Dark Arcana to protect Yachiyo…

“Mel, no!” Yachiyo screamed when she saw Mel using her Magic tarot cards on the Witch...

“Mel? Mel?” Since the Witch had fled away from the 4 Magical Girls, its barrier had disappeared and returned everyone back to the park. The past Mifuyu, Yachiyo and Momoko kneeled beside the critically wounded Magical Girl.

“Did we have any Grief Seed left?” Yachiyo asked concernedly since Mel lay on the ground weakly because of the strain she received from the battle, but Mifuyu shook her head…

“If only we hadn’t let that Witch slip away…” Momoko said regrettably because Mel could recover if they had defeated the Witch and got its Grief Seed.

“Mel! Mel! Just hang in there a little longer! I’m going to get that Grief Seed now!” Yachiyo begged.

“How are you going to get it?” The past Mifuyu asked when the darkness of Mel’s Soul Gem was going to out of control.

“Finding that Witch is the only way!” Yachiyo said. Having no Grief Seeds and being unable to get one from the Witch as it fled. Yachiyo was going to go hunt down that Witch and get its Grief Seed as it'd be the only possible way to save Mel.

“Don’t go. I already know. I’m going to…” Mel told Yachiyo not to leave as she already knew what would happen to her by reading tarot cards with her Magic ability beforehand…

“Don’t talk like that! How was this lucky? It’s the worst!” Yachiyo told Mel to stop talking like that. She went on about Mel's reading that this had been supposed to be a lucky day when it's actually the worse.

“That’s not true…” Right after that, Mel's Soul Gem went dark and broke apart. Once its shell totally shattered, it turned into a Grief Seed and unleashed a force of energy knocking everyone away…

When the shockwave subsided, Retsuko awakened, she walked up and found to her shock a new Witch has appeared, “What?”

“All right, here’s the question. What happens if a Soul Gem becomes murky?” The real Mifuyu asked everyone.

“Witch…” Retsuko utters in shook.

“How?”

“This can’t be…”

“She turns into…”

“Magical Girl becomes Witch.” Dr. Tygan says calmly.

“Witchfication In Action,” Lily Shen whispers quietly

“It’s easier to understand if you see for yourself, right?” Mifuyu says…

“What is this?” After returning to Mikazuki Villa, Momoko asked Kyubey why and what is a Magical Girl.

“What’s what? It’s just as you saw.” Kyubey answered emotionlessly.

“Why did Mel become a Witch?” Momoko hit the table and shouted in Kyubey’s face angrily. “A Witch… What the hell is a Magical Girl?”

“In this country, you call females on their way to womanhood “girls” (少女), right? In the same way, we call females on their way to being Witches (魔女) “Magical Girls” (魔法少女).” Kyubey recounted his notorious statement.

“Are you being serious?” Yachiyo asked.

“If that’s true, then all the time, we’ve been slaying…” Momoko realized that all the Witches they've been killing have been other Magical Girls.

“Momoko.” Yachiyo interrupted.

“But, Yachiyo…” Momoko protested.

“Momoko, it’s not as bad as you think. It’s all to extend the life of this universe. If you take the long view, you should understand that’s a good deal for the human race.” Kyubey tried to tell Magical Girls that it's not as bad as they thought.

“It was just like that time with Kanae. Every time one of our friends died, we were slapped in the face with a cruel truth. The longer we survived, I kept thinking, “Why is this so unbearable?”” The real Mifuyu states.

“Magical Girls were fated to become Witches when their Soul Gems burned out and turned into Grief Seeds.” The speaker announces.

-

THE MAGICAL GIRLS WERE ALL BEING FOOLED BY KYUBEY!

-

-

"Fundamentals of Magical Girls Theory II"

“ABOUT WITCHES”

THE END

-

-

CONTINUING

-

-

“Fundamentals of Magical Girls Application I”

“Doppel”

-

_‘Why…’_

On the magic cable car, Retsuko is crying on knees alone while other passengers are still “sleeping” in Mifuyu’s past memory. The shocking fact behind Magical Girls has brought Retsuko to the lowest point of her life which she has never experienced before. This emotional turmoil has ended her “dream” prematurely, and Retsuko has totally fell into despair…

_‘I don’t wanna be a Magical Girl…’_

Retsuko’s Soul Gem is full of despair as same as her current emotional state. Darkness is spreading all over her body and Retsuko doesn’t notice the change at all…

_‘I’ll count to ten.’_ Retsuko is trying to calm herself down, so she says to herself, _‘_ After that I’ll be… a normal girl.’

-

_‘One,’_

-

_‘Two,’_

-

_‘Three,’_

-

_‘Four,’_

-

_‘Five,’_

-

_‘Six,’_

-

_‘Seven,’_

-

_‘Eight,’_

-

_‘Nine,’_

-

_‘Ten!,’_

-

“If you want to sing out, sing out.”

Retsuko sharply opens her eyes when she hears that. She finds that she isn’t in the cable car but the place she is so familiar with… It is the same karaoke room in ADVENT city where she has made contract with Kyubey and became a Magical Girl. In her own dark memory, Retsuko and her own ego come face to face. Her self-conscious with death metal corpse paint makeup hands over a wireless karaoke microphone to Retsuko under the dim light…

_‘These karaoke rooms are my sanctuary… where I can be my true self.’_ Retsuko stands up from her seat and takes out her personal microphone unconsciously…

PAUSE MENU

Load Game

REFRESHING SAVE GAME LIST

XX/XX/20XX – XX:XX XM AUTOSAVE: Campaign XXXX

CONFIRM LOAD GAME

READING SAVE FILE…

LOADING

The cable cars stop abruptly and shake everyone up from their “dream”. All passengers can see sinister black mist coming out from Retsuko’s Soul Gem and covering her whole body…

“Retsuko…? What happens to you?”

“Is she becoming a Witch?”

“What? Shouldn’t we leave now?”

Retsuko’s boyfriend tries to shake some sense into Retsuko, “Wake up! Don’t scare me like that!”

“Do anyone have Grief Seed?” Retsuko’s mother asks, “My daughter is turning into a Witch!”

Suddenly, the cable car door opens, and a purplish white female Viper shows up. Before anyone can react, the Viper pulls Retsuko with her long tongue and throws her out of the cable car in one sweep.

“RETSUKO!!!” Her boyfriend shouts when he witnesses Retsuko falling onto the ground.

“What have you done!?” Retsuko’s mother screams.

“Bomb disposal.” The Viper smirks at the outside.

“How can you do that? She is my daughter!”

“Don’t worry. She will be fine,” Mifuyu says calmly.

“We are at least 50 meters above ground!”

“This little height can’t kill a Magical Girl.” The female Viper says, “Jumping from above hundred meters height is part of our daily life.”

“Are you nuts? She is unconscious!” ~~~~

“I will kill you for this!” Retsuko’s mother tries to grab the Viper but the alien dodges easily.

“Stop making a fool of yourself. Look!” Lily Shen points to the ground where Retsuko lies…

###  [9091-89](https://youtu.be/-_EIg8Fe83E)

Retsuko’s Soul Gem can’t contain its inner darkness anymore and blows open violently. Releasing the Grief Seed within it and unleashing a powerful shockwave which even shakes all cable cars in the air at the same time.

“What the heck?”

“Is this real?”

“She is transforming!”

Falling in rage, the newbie Magical Girl transforms into something new ~~behind~~ using her own darkness. When the dark cloud subsides, it reveals a titan size red panda. It has light orange fur on her face, black eyes, white ears, brown legs and arms, and a brown and light orange striped tail. Retsuko is sticking on its chest with her eyes closed.

“Retsuko!?” Her mother is totally shocked.

“Why? I haven’t even confessed my feeling to you…” Her boyfriend falls on his knees.

“Please stop overacting. This is very normal in Kamihama city.” The purplish white Viper sighs, “You’ll get used to it. Trust me, okay?”

“Are you blind? Don’t you see what my daughter become?” Retsuko’s mother screams to the Viper in angry tears.

“She seems OK to me. Don’t you think her Doppel looks cute…“

“What’s that noise?”

Ominously, Retsuko shakes in an unnatural way. Her appearance turns demonic with the sudden appearance of corpse paint makeup, sharper teeth, pointed eyebrows, a devilish tongue, glowing blue eyes, and the kanji for rage (烈) on her forehead. A puff of sinister air is coming out of her mouth. With all her heart, Retsuko’s Doppel starts crying and laughing manically in rage mode. Screaming death metal into her mic with growled vocals at top volume…

“RRRRRRRRRRRRRRRAAAAAAAAAAAAGGGGGGGGGGGGEEEEEEEEEEEEEEE!!!!!!!!!!”

“PUSHING US AROUND WHEN WE CAN’T FIGHT BACK.”

“SEXLESS EXTRATERRESTRIAL CAT-LIKE JERK”

“LOOKING AT YOUR FACE JUST MAKE ME SICK.”

“HOW CAN ANY PERSON BE SUCH A DICK?!”

“SHITTY XENO!”

“SHITTY XENO!”

“RRRRRRRRRRRRRRRAAAAAAAAAAAAGGGGGGGGGGGGEEEEEEEEEEEEEEE!!!!!!!!!!”

“END OF THE WORLD KARAOKE ALL ALONE!”

“HEAL ALL THE PAIN FROM MY MAGICAL GIRL DUTY!”

“WAKE UP IN THE MORNING AND DO IT ALL AGAIN!”

“SELLING MY SOUL ‘CAUSE I’M AN ALIEN SLAVE!!!!!”

“CHOKE ON MY RAGE!!!!!”

“CHOKE ON MY RAGE!!!!!”

“CHOKE ON MY RAGE! CHOKE ON MY RAGE! CHOKE ON MY RAGE!!!!!”

“RRRRRRRRRRRRRRRAAAAAAAAAAAAGGGGGGGGGGGGEEEEEEEEEEEEEEE!!!!!!!!!!”

“I STAND IN SECRET SILENCE. I SCREAM INTO THE DARKNESS! BUT THE PAIN NEVER ENDS!!!!!”

“RRRRRRRRRRRRRRRAAAAAAAAAAAAGGGGGGGGGGGGEEEEEEEEEEEEEEE!!!!!!!!!!”

“WHY IS THIS HAPPENED!!!!!?????”

“RRRRRAAAAAGGGEEEEE! RRRRRAAAAAGGGEEEEE! RRRRRAAAAAGGGEEEEE!”

“RRRRRRRRRRRRRRRAAAAAAAAAAAAGGGGGGGGGGGGEEEEEEEEEEEEEEE!!!!!!!!!!”

“YOU’RE A SHITTY XENO!”

“YOU’RE A SHITTY XENO!”

“I HATE YOU SOOOOO MUCH!!!!!”

When Retsuko shouts at the top of her lung, the whole attraction of experiencing the life of a Magical Girl halts because of her death voice shaking everything around her. Everyone looks outside the glass and focus on the unexpected death metal music from Retsuko. Some people are terrified or even panic. Causing them to cover their ears unfortunately...

“Typical new Magical Girl goes mental?” When all viewers look at Retsuoko singing dumbfoundedly, the white Viper asks Mifuyu in a low voice.

“Possibly. Her Doppel awakens before I can start teaching the part about Doppel system,” Mifuyu says annoyedly…

“It’s all your fault! If you didn’t tell her the truth, she won’t be like that!!” Retsuko’s mother looks like she is going to kill someone.

“There must be some ways to fix her. Do something!” Her boyfriend stops the angry mom from trying something stupid difficultly.

“Fine. Just sit back and watch me handle this.” The Viper says.

“What are you trying to do this time?”

“I won’t let you hurt my daughter! You…”

“Calm down. This happened many times before and no one turned into a Witch here.” Mifuyu tries calming them down.

“Why should I trust you? This…”

“What happens to your daughter did happen on me, too. It isn’t a big deal.” The Viper says.

“You are an alien. How can you understand?”

“She is a Magical Girl just like me. It’s better you see it yourself.” Mifuyu says.

Through alien magic, the Viper’s white serpentine body turns into a petit human girl from: Oval shape red color Soul Gem forms at her neck with posture choker which is white with gold accents decorated by red gems. White serpentine scales are replaced by human pink skin. Two human legs in combat boots replace her alien long tail. She wears a black mesh skin suit under a strapless, white cupped bralette. Her sleeves hang low on her shoulders and span around her like a shawl. She now wears a black skirt with a red, black and white tunic-like fabric over it with white panels on her hips. Atop her head is a nurse cap.

“Let me introduce myself. I am Saphentite Vahlen, a professional Magical Girl and doctor. You can call me "Sapphee".”

### Author’s Note

**Disclaimer:**

Magia Record: Puella Magi Madoka Magica Side Story (Japanese: マギアレコード 魔法少女まどか☆マギカ外伝) belongs to Magica Quartet.

XCOM 2: War of the Chosen belongs to Firaxis Games.

I don’t own any characters. I am not making any profits for writing this story. I am writing for entertainment purposes only. All events are purely fictitious, and my settings are leading to Out Of Character.

This is a Magia Record + XCOM fanfiction which have an unusual dose of humor / comedy hence leading to character OCC. Unfortunately, as I haven’t finished the Magia Record and XCOM: Chimera Squad games, knowing none of the other media other than YouTube and wiki, so this fanfiction will be different from canon.

I do hope you enjoy my work. This crossover will take elements from other series.

I like to hear any suggestions or opinions.

Most importantly, this story isn’t happened in 2035, 20 years after the events of XCOM: Enemy Unknown and XCOM: Enemy Within. Lily Shen isn’t 28 years old here. Like most Magical Girls in Magia Record, she is less than 18 years old in this AU.

####  **25 November 2020:**

Thanks to the support, advices, and encouragements from magostera, this story almost stop without his assistance.


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